PHOENIX RISES
by ULYFERAL
Summary: TBone discovers Commander Feral isn't what he seems to be and its a secret he really wishes he didn't know. AU
1. Chapter 1

**PHOENIX RISES**

Chapter 1: Comes the Phoenix Kat

Disaster! The Pastmaster, Dr. Viper, and Dark Kat had joined forces and had been attacking Megakat City for weeks in a triple prong siege that had laid waste most of the city. The deadly coalition had whittled away most of the city's defenses while staying hidden from direct attack. They sent out their armies of dinosaur, creeplings and plantimals to cause maximum terror and damage.

In the barricaded Enforcer Building, exhausted and dispirited enforcers, Swat Kats and city officials meet in hopes of coming up with a plan to defeat these overwhelming odds. Many ideas were presented but were thrown out due to insuffient manpower or equipment or both.

Listening to the gloomy group trying to brainstorm some way to save the city, T-Bone sat next to Razor and felt helpless. He looked around and found Feral staring back at him. He looked away quickly and shuddered. He knew what Feral wanted, but was terrified of making such a decision. He knew in his heart, though, that there was no other choice. He stared at Feral again and remembered that fateful day.

Flashback...One year ago...

"How did Ringtail get his paws on that box again?" Razor snarled angrily as he prepared to try and shoot the jester's bells off his hat.

"I don't know buddy, but we better put him down fast before he can catch us all again. It's bad enough the creep has already caught Feral." T-Bone grunted as he dipped the Turbokat into a fast plunge to avoid MadKats magic. Razor shot off one of the bells as T-Bone zipped by the criminal's head. MadKat screamed in anger and succeeded in teleporting T-Bone from the cockpit as it passed close then disappeared. Razor had to snatch at the controls to halt the suddenly pilotless jet from crashing into the nearest building.

Now Madkat had both Feral and T-Bone captured. Angry, scared and upset, Razor veered the jet toward city hall hoping MadKat would reappear sooner rather than later.

"Think your partner will get us free, SWAT Kat?" Feral growled.

"We'd better hope so or the city will be enslaved by MadKat." T-Bone huffed worried for his partner's safety. He looked around but there was no way to escape this odd box and its window to the outside. Reflected in the glasslike material he caught Feral studying him with a serious and troubled look on his face. He turned to look at the Commander directly.

"Ever heard of the Phoenix Kat, T-Bone?" Feral suddenly asked.

"What does a Phoenix Kat, whatever that is, have to do with our problem? " T-bone huffed in irritation.

Feral sighed and cocked his head and studied T-Bone intently making the tiger tom eye him warily. There was no other choice, the tom was strong and had a strict moral code. No matter what else Ulysses might feel about the annoying SWAT Kat those qualities were essential to handling a mythical beast of horrific power. Reluctant, but seeing no choice, he told the story of the Phoenix Kat.

Hold it!...You're telling me that there is some kind of mythical creature that only looks like a Kat because of a magical spell. That this creature must be bound to another who will have the power to release the Phoenix with a spell and keep control over it while it uses its power to destroy? Is that the gist of it?" He asked in obvious disbelief.

Feral nodded his head and continued, "**I** am that creature! I was born at the beginning of time. This form that I wear is one of two I possess. This one you see before you was placed upon me by a powerful wizard centuries ago to contain me. The wizard made sure that a special spell was placed upon me to prevent me from returning to my natural form and laying waste to this entire planet."

"So...what do you look like really?" T-Bone was still skeptical.

"I look vaguely like a Kat with fiery wings who lives and breathes energy. My lifespan is very long and when I die, I return from the ashes to live again. The wizard who caught me wanted a familiar to use against his enemies. Eventually his enemies killed him, but without him I was trapped in this form and have wandered the world taking jobs to fit in and moving on when I reach old age. I die then am reborn and appear about 20 years old. This has gone on again and again in a never ending cycle for many centuries." Feral explained patiently.

"Huh! Come on, Feral! You expect me to believe that bunch of garbage" T-Bone snorted shaking his head.

Feral quietly proved his claim by allowing some of his energy to alter his eyes. They glowed with fire and were slits shaped like a bird of prey. T-Bone gaped open mouthed for several seconds.

"Woah!..Uh...Okayyy! So you want me to be your...uh...controller? Is that what it's called? Why me?" T-bone asked awed and a little afraid.

"You are strong willed, have a strict moral sense, and are compassionate. You will not allow power to corrupt you. These are the traits necessary to control me in my natural state." Feral said solemnly.

"I...this is a very big responsibility! I'll be tied to this creature for my entire life?" T-Bone asked hesitantly.

He nodded gravely. "I do not want to be a slave to anyone but I've watched as the dangers facing Megakat City have increased year by year. Our enemies have started forming coalitions that will soon exceed our abilities to control, contain, or end. I have lived amongst your kind for soo long that I now identify myself with you. I do not wish to see this city and all others outside our limits to suffer such a fate if it is within my power to end it." He paused and stared sadly into T-Bone's face. "I will not sugar coat the danger, T-Bone. I am truly dangerous. No enemy that this city has faced can compare to the sheer magnitude of damage and terror I can inflict. I have no desire to be the instrument of Megakat City's destruction. If you undertake this responsibility you must never lose control when I am released and be stronger willed than I to return me to this safer form."

T-Bone felt a chill chase down his spine. If everything Feral was telling him was true, he would control an unimaginable force and it terrified him. He turned away from the Commander trying to decide if he should do this. Abruptly their predicament changed, the box that had held them prisoners disappeared and they were falling through the air to the ground. It was a short drop, thankfully, and once they got their bearings they could see that Razor had managed to defeat Madkat.

Lenny Ringtail lay unconscious on the pavement in front of city hall. They were surrounded by enforcers. The danger was over. T-Bone was greatly relieved that the strange deal with Feral was delayed for a while but by the look in the Commander's eyes, not for very long.

Feral took charge of arresting Ringtail and getting cleanups organized. The SWAT Kats took that moment to slip away. T-Bone had some heavy thinking to do and wasn't sure he should tell his partner about it.

For days Chance stewed about Feral's revelation and was no closer to an answer. Feral was right though, the bad guys were getting bolder and damage to the city more extensive. Jake had been working tirelessly, developing stronger, deadlier weapons to try and combat the increasing menace, but they were still losing ground. Even so, he didn't think things were soo bad that Feral's secret would be needed.

Watching his partner working on a new missile a week later, Chance decided to test the waters. "Hey Jake, I have something I want to feel you out about."

Hearing the concern in his partner's voice, Jake stopped his work. Wiping his hands on a rag from the work bench, he turned and gave Chance his full attention. "I thought you seemed a little preoccupied lately. What's up Chance?"

"Does it feel like we are losing the battle against these creeps? I mean it seems like every time we defeat and jail one another one is charging in before we make it back to the hangar." He shook his head frustratingly.

"Yeah, I have to admit it does seem the creeps are stepping up their determination to take over the city." Jake sighed. "However, it may only seem that way because we haven't had a break for a while and are just tired. It might not look so bleak if we could take a brief holiday to recharge."

"Oh yeah, like that's going to happen anytime soon." Chance growled.

"Well what can I say here buddy. All we can do is keep doing our best." Jake shrugged

Silence fell for several minutes as Jake studied his troubled partner. They really did need a break and badly. Chance looked up from the floor he'd been staring at and sighed gloomily. "What if there was a power out there that could take care of all the criminals at once but it is even more dangerous than the criminals and could destroy all life as we know it? Would it be right to use it against the creeps who would never survive contact with it?" He asked cautiously.

"Huh?! What kind of power could do that?" Jake blinked in confusion.

"Just hypothetical, buddy. What if there was such a power and we controlled it. Would it be right to unleash such a deadly force to defeat our enemies knowing that this force could do more harm than the bad guys together could?" He knew it was unfair to ask Jake to give him an answer with so little to go on, but he really couldn't bring himself to tell his partner about Feral.

Jake just stared at his partner, perplexed. 'What was Chance trying to say? What wasn't he telling him? He must have a good reason for not explaining better.' He turned away from Chance and stared hard at the far wall analyzing the question for the best answer. Finally, he turned back to his friend. "I guess if the situation was so dire that there was no choice then this deadly force might be our only chance to survive." Jake said uneasily.

Chance sighed "Thanks Jake. It helps a little to hear that."

"Well glad I could help. Anything else I can help you with?" he asked in concern.

"No. Thanks. You better get back to work. I think I'll go up and finish that station wagon's tuneup. Want Chinese for dinner, I can order when I'm up there?" Chance smiled to try and relieve some of the tension.

"Sure! Sounds good. Just holler when it's here." Jake smiled back and returned to his work.

Some days later, a message reached T-Bone. Commander Feral needed to see him. To insure their privacy, he suggested they meet at the south end of Megakat Park, next Saturday afternoon. Nervous but determined, T-Bone sent his acknowledgment. He told his partner he was meeting a friend and might be late getting home.

His mind was in turmoil as he rode the cyclotron toward the park. As he rode up, he spotted Feral standing back in the trees. There was no vehicle in sight and Feral was wearing civilian clothes. Before he could park and turn off the bike, Feral moved toward him and signaled him to stay put. When he reached him, he took the spare helmet and mounted behind the SWAT Kat. Surprised, T-Bone turned to his passenger questioningly.

"Take us out to the desert, T-Bone, southwest section. I'll tell you where once we get there." Feral instructed.

Shrugging, T-Bone nodded and turned back around. He took off at a good clip with Feral holding on grimly. It took only thirty minutes for them to reach the outskirts of the desert plains. He slowed the cyclotron to a stop near the beginning of the deep canyons in the desert and waited for further instructions from the Commander.

"Go about three miles north until you come to a deep box canyon" Feral quietly directed. Without a word, T-Bone steered the cyclotron in the indicated direction. Another five minutes and they reached the canyon, driving into it where it ended in a high wall. T-Bone stopped and cut the engine. Feral dismounted, placed the helmet on the seat and began walking. T-Bone quickly did the same and followed him. They walked in silence for several minutes until they came to a barely seen cave entrance. Feral continued on into it. The cave was small at the entrance then opened up into a large airy space with a hole in the ceiling that let the sun in. They stopped and looked around. The cave was roughly oval, with sandstone walls, and sandy floor.

"This is a place of sanctuary for me. It's where I can be alone and commune with the energy flow of the planet without other life forms around me. I thought it would be a suitable place for what we need to discuss and for the ritual to be performed without interruption." Feral said quietly. He looked at T-Bone questioningly. "Have you decided or do you need to ask me more questions?"

"Yeah! I've got questions! Why have you never gotten a controller to release you before now?" T-Bone asked nervously, his stomach was tight with tension.

"Because I could never find someone who had the right traits and there was no serious danger that required my powers to overcome. I don't really miss being the Phoenix. Being one of a kind and rather frightening in appearance, I would be alone all the time. In this form I'm able to interact with others and enjoy my existence." Feral explained.

"Okay, that makes sense and understandable. So, I guess all I need to know now is what is involved in binding us together and all the other stuff it takes to handle you." T-Bone sighed and prepared himself to listen closely.

"Let's sit. I have much to tell you and we might as well be comfortable." Feral followed his own words and seated himself in lotus fashion on the sandy floor. T-Bone hesitated a moment before sinking down and crossing his legs. For the next hour, Feral quietly briefed T-Bone on all aspects of the ritual and the things he could expect to see and experience after the release of the Phoenix. He went on to explain, in detail, how to control the creature and restore its Kat form. T-Bone asked many questions till he was satisfied he understood everything and was comfortable with the knowledge. But knowing everything didn't mean he wasn't still tense and worried.

"I know you are understandably nervous. This is dangerous for both of us. Shall we begin the ritual?" Feral asked seriously as he gracefully got to his feet.

"I guess there is no reason to delay. It won't get any easier waiting." T-Bone sighed and stood back up.

"There is one last thing, however, you must stand revealed for who you really are. No deception can be allowed for the ritual to work" Feral intoned solemnly.

"What!? I can't do that! It's not just my secret alone." T-Bone exclaimed angrily.

"I have known who you really are from the beginning, Chance Furlong. I was the reason the SWAT Kats were created in the first place. I knew Megakat City needed help but I had to bide my time until a pair of extraordinary fighters appeared. You were the ones. I set up the situation where you were cast out so that you would become more than you were." Feral stated calmly.

T-Bone gaped at him in anger and shock. "You did that to us deliberately??!!!"

"It was necessary. None of that matters now. Please reveal yourself and prepare for the ritual" Feral quietly ordered.

"We'll be talking about this later." T-Bone fumed but complied by removing his bandanna and gloves.

Feral nodded agreement and reached into his jacket for a rather unusual dagger. It was very old and the hilt was ornate with ancient runes engraved on it. T-Bone held out his paw. Feral took the dagger and sliced a cut into T-Bone's palm. Then sliced his own palm. Dropping the dagger into his pocket, he clasped his bleeding palm to T-Bones. His golden eyes glowed as he stared into T-Bone's emerald ones. "Repeat after me." He ordered.

_Bound you are to this young soul,_

_Your heart and fate he will control,_

_Master and servant this union will be,_

_Until the Master's life ends and sets you free._

The chant echoed in his mind and their joined palms warmed to an intense heat. T-Bone grit his teeth against the burning pain but did not let go. By the time the pain became unbearable, Feral released his paw. T-Bone checked his palm to see if it was alright and was stunned to see the image of the Phoenix burned into it.

"There it is done. We are now bound together for your lifetime. Now its time to release the Phoenix. Are you ready?" Feral asked.

Shaking his palm, he shrugged and looks at Feral again, "Yeah, as ready as I'll ever be."

"Then recite the spell of release and set me free." Feral stepped back and waited impatiently.

Taking a deep breath and settling himself, T-Bone carefully recited:

_Born from the flames of one's desire,_

_Rise now the Phoenix Kat of sacred fire,_

_Beauty personified and powers untold,_

_Return to the world and under my control_.

Feral's body began glowing more intensely and changing rapidly. Moments later it was over.

The fiery creature stood more than 12 feet tall. Its thick arms were gold colored and scaly, it's legs were thick and powerful ending in the sharp talons of a raptor. The wings were a fiery gold and sparks flew from them as the Phoenix moved. Its body was still browned furred but thicker and nude. Its tail was snake like except for the fan of fur at its tip that lashed and threw sparks in its excitement. The head still basically resembled Feral's except its ears were much larger, its eyes had slit pupils and glowing, and its mouth held much longer fangs with a pair of incisors protruding from the top of its mouth to its bottom jaw. A mane of black hair rose up between its ears and tumbled down its back.

T-Bone could only stare at it in awe and a shiver of fear. The Phoenix Kat raised its head to the ceiling and roared and flapped its enormous wings. T-Bone stumbled back, catching the creature's attention. It cocked its head and studied him intently. It seemed to be waiting for something. It took him a second to realize it was waiting for his command. Now was not the time for him to lose focus. He needed to stay in command the whole time the Phoenix was there. It was then that he realized the strange sensation of someone else in his mind. It wasn't uncomfortable, but it just felt odd to realize that he was no longer alone in his head. There were no words, only a feeling of emotions from the Phoenix. Right now, it exuded strong excitement and impatience. Shaking himself, he concentrated on the creature before him, setting all other thoughts aside for later perusal.

"You want to stretch your wings, huh? So let's go outside shall we?" T-Bone said carefully and led the way out of the cave. They were soon standing in the late afternoon sun. The Phoenix was trembling and stamping its feet in excitement. T-Bone pushed at its mind to get its attention and stared into its glowing eyes.

"You may fly and use your powers on the rocks around you but never leave my sight and return to my call immediately, understand?" He commanded.

The Phoenix stared at him intently and nodded its head. T-Bone stepped back and waved it off to the air. Giving a roar of pleasure, the Phoenix Kat spread its wings and launched itself skyward. T-Bone could feel its joy in his mind as it cavorted wildly in the air. He had to smile because he felt the same way when he flew the Turbokat.

For the next few hours, T-Bone let the Phoenix play. He watched it dive and swoop and chase birds of prey. It played target practice, shooting flames from its claws at mountain peaks, blasting them to powder. That was a powerful reminder of just how dangerous this creature truly was. Night had begun to fall when T-Bone finally called the Phoenix back to him.

He had to concentrate hard because it was resisting. The battle of wills lasted several minutes before T-Bone finally won and watched narrowly as the sulking creature landed before him. It tossed its head defiantly, its body sparking with energy.

"Hey, hey! It's alright! You are magnificent, especially in the air and I promise you get to do this many more times, but now you have to sleep again." T-Bone soothed verbally and mentally. He carefully approached the irritable Phoenix, gently reaching out to caress its chest. The creature purred and lowered its head for a scratch between its ears. "That's a good boy, easy, just relax." T-Bone praised it. Quietly, but firmly, he chanted the reversal spell:

_Phoenix Kat bound to me,_

_Hear your master's firm decree,_

_Shed your feathers of fiery gold,_

_Let your spell form now take hold._

He stepped back quickly as the Phoenix's form shrank and Feral stood before him once more.

"Thank you, T-Bone. That was nicely done for your first time. It will get easier as time goes on." He smiled at the stripped tom easily.

"Yeah...uh..thanks." T-Bone muttered uncomfortably. It felt so odd to be on such good terms with Feral. "Uh...you know this feels so weird. How am I supposed to treat you now that we are connected so intimately and you know who we are?" He asked uneasily.

"Nothing will change, T-Bone. This will be our secret. I will continue to behave the same as I always have toward you two. Only the time we spend as Phoenix and controller will we behave differently. My Phoenix persona will rest in the back of your mind and you shouldn't be aware of it when I'm in my Kat form." He eyed T-Bone questioningly at that.

T-Bone stood silently for a moment listening within his mind but could not discern the Phoenix's emotions except as a vague presence. "You're right! I don't really sense it there."

"Good! Then we will live our lives as we have been, although I will not be making any real effort to try to arrest you since it would be detrimental to both of us. So I talk the talk but not take any real action. That alright with you?" He asked mildly amused.

"Huh...well that will relieve the stress a little. I'm still a little pissed that you dumped us from the Enforcers. It destroyed our credibility and puts us in a bad light with our family and friends. Besides that, I don't think I should keep Razor in the dark. We are a team and shouldn't be keeping secrets from each other." T-Bone said, concern for his partner and anger at the injustice done them shining from his eyes.

"You are right. I would not want to endanger your partnership's trust so, yes, tell Razor. As for throwing you out of the Enforcers, I had to think of the greater good you could do the city than your reputations. You two were the only ones who could do this and still keep your integrity. I am sorry for the rest but sometimes we give up much to see to the safety of others. Look at me, I can never let a female share my life because I am not what I seem. I must accept that and enjoy life the best I can. You are heroes and that will be the legacy you leave behind you " Feral said seriously. "This is all I can offer you. Now is everything settled? Can we return to the city?"

"It still sucks and I'm not sure I can forgive you, but I can understand why you did it. I just hope Razor can accept it too." Sighing he began walking to the bike, "Yeah, we'd better get going, it's getting late." T-Bone agreed. They headed down to the cyclotron, mounted, and zoomed at a good clip for town. Arriving at Megakat Park an hour later, T-Bone drove into the shadows and stopped. Feral swung off and hooked the helmet back on the bike.

"I'll contact you when we should go out again. We should do this at least three or four times a month for a little while then back off to once or twice a month as we get comfortable." Feral instructed.

"Okay, that'll work, I guess" T-Bone agreed, nodded and took off for home. Feral turned and walked to the nearest taxi stand to get a ride home.

On their next meeting, T-Bone was not alone. Razor was still skeptical about what his partner had told him and wanted to witness the real deal. So when Feral strode out to meet them from the trees, he wasn't really surprised to see Razor as he nonchalantly mounted the bike and they took off for the desert. The transformation was a shock for Razor as he stared at the beautiful, but dangerous creature. He didn't dare disturb T-Bone with questions, fully aware of the concentration his buddy needed to control the Phoenix. They both sat on their bikes and watched the Phoenix enjoy its freedom. He watched with interest as, a couple hours later, T-Bone ordered the creature to return and recited the spell to reverse the transformation. Shaking his head in amazement, he prepared to return to the city. He had many questions to ask his partner when they got home.


	2. Chapter 2

**PHOENIX RISES**

Chapter 2: The Battle for Megakat City Begins

Six months later...

"This is the fifth time we've been called out this week, Razor." T-Bone grumbled. "I don't know about you, but I'm wasted. Who is it this time?" he asked his partner as he launched the Turbokat from its hidden base.

"I know how you feel buddy. I'm tired too. It's only Hard Drive this time, shouldn't be too difficult to corral him." Razor sighed in response.

"Oh goody, someone easy this time." T-Bone snarled sourly as he guided the jet to Hard Drive's last reported location. A little more force than necessary was used by the pair to capture the high tech criminal. Both fighters were too tired to be gentle as they handed the criminal to the equally tired enforcers. T-Bone headed home quickly, anxious to get some meager down time.

Making a not so perfect landing, he shut down the engines. Razor wisely made no comment as the pair jumped down from the jet. Dispiritedly, they changed clothes and went up to a simple dinner. Too tired to do anything else, they both went to bed early.

At Enforcer Headquarters, Commander Feral was finishing the report on Hard Drive's capture while grimacing at the still rather large pile of other reports on major and minor crimes needing attention. He sighed and rubbed his face, though not physically tired, he was emotionally strung out. As he had warned T-Bone those many months ago, the criminal element of Megakat City was stepping up the heat. He wasn't certain who was the instigator behind the scenes or if it was more than one. It hardly matters. The results were the same. High losses of enforcers due to injuries or death, equipment losses exceeding the ability to replace quickly enough, exhaustion and depression among the ranks due to excessive hours on duty, and, more worrisome, the SWAT Kats were showing signs of irritability and exhaustion as well.

He stood up and moved to one of the huge windows of his office overlooking the flight line. As he stood watching evening fall, he couldn't stop thinking about how bad this was getting. The main problem trying to fight this wave of crime was there was no single incident he could concentrate his forces on. All the cases were scattered forcing the defenders to spread out thinning their ranks even more, allowing the criminals to pick them off easily. There was no specific target for the Phoenix, so it was a matter of waiting for the enemy to show itself. Sighing he moved back to his desk and sat down, unfortunately, waiting means even more casualties and damage to the city but what choice was there. Shaking his head to clear it, he returned to the scut work waiting for his attention.

Another day dawns, for once the SWAT Kats get an undisturbed night's sleep. Waking with the sun shining in his eyes, Jake sighs and rolls out of bed. Yawning and stretching he padded to the bathroom noting that Chance was still asleep as he passed his door. The sound of the shower woke Chance who grumbled and covered his head to try and catch a few more zzzs. Steam poured out of the bathroom as Jake walked out and headed to his room to dress. As he passed his partner's door again, he shook his head.

"Up and at 'em Chance. Those cars aren't going to get done with you lying there and I want to reload the Turbokat. Don't want to get caught short when a call comes in." Jake announced.

"Yeah, yeah. I'm getting up." Chance grouchily answered. Smiling, Jake moved on to get ready for the day.

Jake was making a light breakfast for them when Chance came in yawning. He grabbed a milk for himself and Jake and sat down at the table. Jake served them up and joined him. It was quiet for a while as each concentrated on their food. Chance rose and took his dishes to the sink. He turned and leaned against the counter, a troubled look on his face.

"Ya know Jake, doesn't it seem like for the past few months the criminals have declared open warfare on Megakat City? I mean, several times a week now we or the enforcers or both have been pressed to the limit to keep things under control. Remember, a couple of months ago, all those short vicious fights between drug gangs that turned whole blocks into war zones." Chance shook his head in concern.

"Yeah, and how about the omegas like Dr. Viper stealing chemicals from BioTech Labs again or Rex Shard escaping jail and getting a temporary boost from some stolen tech to become a smaller, but still destructive crystal monster." Jake added a worried look on his face. "It certainly does feel like a war. Megakat City has always been a magnet for trouble, but you're right, lately it's just gotten worse."

"I'm worried. Mistakes are being made, too many enforcer lives are being lost, and look at us, pushed to our limits with no real break. The pace is going to get us killed." Chance said soberly.

"I know, Chance! But what can we do?" Jake asked helplessly.

"I don't know. The Phoenix is no good in this situation because there is no precise target for it. I hate to say it, but it looks like we have to wait until the bad guys come out of the woodwork in mass before we can really take them down." Chance said gloomily.

"So many Kats will die before then too, but you're right buddy, there really is nothing we can do! There's no use talking any more about it. It will only depress us more. Let's just get to work, okay?" Jake said finally and got up, placed his dishes in the sink and made his way downstairs to the garage. Sighing in resignation, Chance followed his partner.

Later that week, Chance's worries hit home with an incident that left him scared and exhausted. The incident occurred when Chance as T-Bone was ordering the Phoenix to return to him. The day had already been long for him and Feral due to an attack by the Metallikats. The encounter ended with dead Kats, damage to Megakat Mint (again!) and the successful escape by the robots. All in all a very frustrating day that had left them both cranky and, in T-Bone's case, bone tired.

T-Bone had been too tired to allow the Phoenix as much free time as it wanted and that's when the trouble started. Tired to begin with, T-Bone wasn't as forceful as he needed to be to recall the Phoenix. It ignored him and began to swoop and dive among the canyons, disappearing from T-Bone's view several times. Scared that the Phoenix would try to head toward the city, he forced himself to concentrate hard and firmly ordered the Phoenix to return. He felt resistance but then it complied and reappeared, heading toward him. Not allowing himself to relax, he waited until it had folded its wings and was standing in front of him before he recited the reversal spell. Only when Feral stood before him did he finally slump in exhaustion.

"That was bad. You didn't want to obey and I was afraid you'd take it into your head to fly off to the city." T-Bone groused.

"I'm not too happy either. You let your control slip and I could feel it. I'm bored with flying around these canyons and want to see other things. Maybe hunt game as well." Feral sighed concerned. "Perhaps it would be best if we go to the forest further North. It might ease my boredom and make it easier to recall me." He suggested.

"How do you think I'll be able to monitor you in all those trees?" T-Bone asked exasperated.

"You should be in the Turbokat and in the air above me. You'll be able to keep me in sight more easily." He said reasonably.

"Well, you're right. I'd be bored seeing the same thing all the time too. I guess we can do that next time. We'll meet at the old airfield. No one should see us coming and going." T-Bone sighed in agreement.

"Good! One more thing, however, you must try to get enough sleep if possible and we shouldn't go out after we've had a day like today. Your controls are not good when you're too tired." Feral admonished.

"Right! Now if only the criminals will oblige us in taking a break from their constant attacks." T-Bone grumbled sarcastically. Then relented and said "You were right, by the way. The criminals are increasing their attacks on the city. Razor and I are worried that we won't be able to keep on top of it much longer."

"I know! I've been monitoring it, but until we have the mastermind or minds we can only play scrimmage with them all." He sighed in disgust.

"Yeah we know. That's what've told ourselves too. But it's hard to watch so many hurt or dead as we stand by helplessly." T-Bone said, his face clouded with distress.

Sigh "I know T-Bone! Just do your best! We will win in the end and avenge all those that must suffer until we can." Feral tried to be upbeat and encourage the depressed tom.

T-Bone just grunted agreement and led the way to the cyclotron. He was anxious to get home and get some rest. They sped off into the deepening evening each buried in their own thoughts.


	3. Chapter 3

**PHOENIX RISES**

Chapter 3: And The World Is Dark

Mayor Manx began hiding out in his office when the violence in his city began increasing, too terrified to play golf. As the attacks on the city escalated more and more katizens that were able, were fleeing the city. Those that couldn't hunkered down in barricaded homes. Schools were forced to close and hospitals were clogged with patients. Finally, too frightened to stay in his office, he decided to escape to his country home for the time being leaving Calico Briggs to try and hold the city together.

The Deputy Mayor stared blindly out her office window. She felt chained to her office. So much needed her attention that she gave up trying to go home and stayed at City Hall 24/7. Callie felt exhausted and depressed. The largest city in the world was now a war zone. She turned away from the depressing view and jumped when she discovered Commander Feral standing there next to her desk. She hadn't heard him come in.

"Ms. Briggs, I didn't mean to startle you." He said gruffly. "I came to give you my report on the nuclear power plant attack."

"Ah...Yes! Was it Dark Kat as we assumed?" She asked struggling to reassert her professional mask.

"Yes! Fortunately, he didn't succeed. We managed to beat him off, just barely. Unfortunately, he also managed to get clean away." Feral sighed in disgust.

"I know you are doing your best, Commander. Everyone is trying soo hard to keep our city safe but it doesn't seem to be enough." Callie allowed a little of her despair to show as she wrapped her arms tight around her chest.

Feral moved close to her and gave her a gentle hug. She started in surprise and looked up at him. He stared at her quietly in the circle of his arms and spoke firmly. "I know things are bad right now, Callie, but we mustn't give up hope. Even the SWAT Kats are doing their best despite the fact that they are getting tired as are all the defenders. But we are not giving up! The tide will turn! Just as it seems all hope is lost, this city has always managed to survive and build again. We only need to hold on to our courage and have patience that it will happen."

She studied his face in stunned surprise. He'd never been one to offer comfort and yet here he was doing just that for her. "Thank you, Ulysses! I...you don't know how much that means to me. And you're right! We have to stick together if this city is to survive this terrible time." She smiled weakly at him trying to put on a brave front.

He released her and smiled encouragingly. "I'll keep you posted on everything we are doing to protect the city. Try not to worry, the SWAT Kats and my enforcers are working together to keep on top of this mess. You need to concentrate on keeping the city government running as best it can under the circumstances. Stability is everything or the city will collapse. You need to be strong."

"Yes! I will and I have to say I am so very glad you and the SWAT Kats have set aside your animosity to work together." She complimented him.

"Well, it isn't perfect but we tolerate each other because we have to for the welfare of all." Feral shrugged nonchalantly while secretly smiling about just how well they tolerated each other especially he and T-Bone. With that he left her office and headed back to Enforcer Headquarters.

Callie shook her head in amazement at the change in Feral. Feeling better, she returned to her desk and dug in to her work.

Later that week...

"Incoming at four o'clock, T-Bone!" Razor warned as he tried to get a lock on an enemy jet ahead of them.

"I see her, Razor. You'd better make that shot count, I'm going to barrel roll in five seconds." T-Bone yelled back.

"Roger...Just a few seconds more...Bingo!" Razor crowed as the enemy jet exploded just as T-Bone swiftly upended the Turbokat to avoid the other on coming jet.

"That was close, buddy! How many are left out there?" T-Bone maneuvered around two more targets trying to get in a better position for Razor to shoot.

"I count at least eight bogies!" Razor relayed. "Got these two in my sights! Matchhead missiles away!...Yes, right on target! Okay...T-Bone climb into those clouds and I'll see if I can even the odds for us." Razor ordered.

"Roger" T-Bone acknowledged as he took the Turbokat to a higher altitude. Tensely, he went to VTOL mode and waited for Razor to signal he was ready to take out the rest. It had already been a frantic ten minutes since the call from an enforcer chopper on patrol that had spotted the enemy jets arrowing in on M.A.S.A. They had gotten on scene minutes later and had prevented the enemy from strafing the huge space center. They had already determined the jets were from Turmoil's fleet. What she wanted at the space center was unknown.

"Okay, T-Bone got our targets locked, drop down twenty feet and hold our position" Razor ordered.

"Roger" T-Bone executed the maneuver. Razor immediately fired a spate of matchhead and buzz saw missiles that quickly took out the last of the enemy jets. "Fantastic shooting, Razor. Anymore targets?" T-Bone asked.

"All clear, buddy. We can go home now. I'll contact the enforcers and let them know this problem is solved." Razor confirmed as he raised the radio controller at Enforcer Headquarters.

Some minutes later, T-Bone flew the Turbokat into its hangar. Shutting the engines down, he opened the canopy and they both jumped down.

"We'd better reload T-Bone." Razor said as he headed for the munitions storage area.

"Yeah! I know! Be glad to get some sack time and I'm hungry too." T-Bone sighed as he followed his partner. The jet was soon restocked and the weary fighters stripped their uniforms off and put on their civies.

"At least we got a small break. No activity for a week that's a new record. Maybe our enemies have run out of equipment too?" Jake said with a hopeful lilt in his voice.

"You wish!" Chance snorted derisively as he slowly made himself a sandwich. "At least I'll be able to take a nap before meeting Feral later." He sighed sitting down at the table.

"Oh yeah, I forgot this was your night to let the Phoenix out. Are you sure you'll be rested enough to handle him?" Jake asked worriedly as he sat down next to Chance with his own meal.

"I'll have to be. The Phoenix is getting a little antsy lately. If I wait too long between releases he gets really belligerent and refuses to return when called." Chance munched his sandwich and shook his head.

"You never told me the Phoenix was getting difficult, Chance. Now I'm even more worried about you." Jake exclaimed in alarm.

"It's alright, Jake. As long as I give him as much time as I can out, he doesn't fight me." Chance laughed suddenly and said, "Feral apologizes to me when his alter ego gets a little difficult. It's really strange to hear him say he's sorry."

"Hu?!! I'll say. Man, he really has changed a lot." Jake said amazed.

"Actually, this is apparently who he really is. The gruff and sometimes cold Commander persona is the fake. I kinda like the real one." Chance chuckled.

Jake just looked at him and shook his head. Both got up and placed their dishes in the sink. Jake went to watch a little TV as Chance went up to take a nap.

Two hours before sunset...Northern forest...

Hovering over the forest near a small lake, T-Bone popped the canopy on the Turbokat. Behind him in the weapons seat, Feral removed his helmet and stood up. T-Bone called out the release spell and watched as the Phoenix swept down to glide over the tree tops. He relaxed his shoulders as he settled in to wait. The Phoenix flew back and forth in a grid pattern looking down at the forest floor. Suddenly it folded it's wings and plummeted down into the canopy and moments later appeared carrying a small deer. It carried it's prey to a small plateau nearby and proceeded to eat it's catch.

Sighing, T-Bone moved the jet to another plateau and landed, letting the engines idle, conserving fuel. He kept an eye on the Phoenix with a pair of high powered binoculars. When it had eaten its fill, the Phoenix dropped down to the lake and plunged into the water and began to splash around getting its wings wet. Waddling out onto a rock shelf, it looked ridiculous. It shook itself then began to preen its wings. T-Bone had to smile, it was quite a sight. He was just glad the Phoenix had decided on a quiet outing and had been successful hunting. It meant there would be no difficulties returning it tonight.

Sure enough, an hour later, the Phoenix allowed itself to be called back and returned to sleep. Feral smiled at T-Bone's look of relief as he put on his helmet and T-Bone closed the canopy.

"Thanks for such a short night, Feral. I'm tired and appreciate the chance to get to bed early for once." T-Bone sighed happily as he piloted the jet to the abandoned airfield.

"You're welcome. I was only hungry and dirty and was glad I could satisfy both needs quickly." Feral said mildly. They arrived at the airfield quickly and T-Bone bid farewell to the Commander and winged his way home as Feral got into his hummer and did the same.


	4. Chapter 4

**PHOENIX RISES**

Chapter 4: The Battering Continues

"Troops, watch the left flank, don't let those things get through!" Feral bellowed through his mega phone. He was riding atop one of his tanks as his enforcers tried desperately to halt an advance of some kind of small but fast moving, carnivorous dinosaurs that Pastmaster had unleashed just a half hour ago. The dead wizard was presently dueling with the Turbokat on one of his pterodactyls.

"Ready your gas grenades." Feral ordered as he watched the creatures being squeezed between his flame throwing soldiers and the narrow dead end alley the creatures were being herded toward. As soon as they were all in the alley he ordered, "Fire gas grenades!" A barrage hit the creatures dead center and minutes later they were all laying in heaps on the ground. He turned to his ground troops, "All right get in there and collect them up, the zoo has a place for them."

Overhead, a flight of enforcer jets and the Turbokat were engaging a small but fast group of pterodactyls. They had only managed to kill two of the critters and still could not nail the one Pastmaster was riding. They had been able to avoid the ugly gnome's watch but it was becoming a race to see who was going to get who.

"You can't avoid me forever, SWAT Kats!" Pastmaster shouted as he once again aimed his watch at the Turbokat.

"Look out, T-Bone!" Razor warned as he sent a slicer missile toward the wings of Pastmaster's ride. T-Bone sent the Turbokat into a near stall to avoid the beam from the wizard's watch and Razor finally succeeded in taking out the dinosaur. Screaming angrily, Pastmaster fell into his own time vortex. There were still six more pterodactyls left and no one had any more ammo to take them out.

"Crud, Razor what are we going to do now? Those things can do a lot of damage plus snatch Kats for food." T-Bone groaned.

"I have an idea! Take us toward those power lines" Razor ordered. As T-Bone complied, Razor sent out a barrage of screaming missiles to attract the creature's attention. The sound made the pterodactyls think of injured prey and sent them soaring after the Turbokat. As soon as they got close to the power lines, Razor shot clipper missiles to cut the lines. The Turbokat shot by the sparking energy just as the flying dinosaurs caught up to them and ended up frying themselves in the electrical arcs. "Bingo" Razor crowed.

"Way to go, sure shot! Let's go home. I'm bushed." T-Bone sighed gratefully.

"Good idea, buddy. I think Feral can handle what's left now." Razor agreed.

Enforcer Headquarters...sunset...

Feral was finishing up his report on the day's events. Another omega defeated just barely. He really wished he knew who was behind all the attacks. Pastmaster didn't seem to be after anything, which was really strange since the wizard's known goal was sending Megakat City back to the dark ages or kidnapping Ms. Briggs. But this time he did neither, only attacked his enforcers and the SWAT Kats and creating mayhem. Was that **all** he was trying to do?

He paused, maybe that **is** all the omegas weredoing. Trying to wear down the defenders. Make them use up their resources then attack when everyone was at their most vulnerable. It sounded like a brilliant plan and it could very well succeed. At the rate of the attacks, Feral could almost predict when they would be unable to defend themselves from a massive attack by their enemies. It gave him cold pause to realize that that time was almost upon them.

The time of the Phoenix was fast approaching and he felt a shudder of dread and at the same time elation by his real self. The need to unleash his full potential was pressing constantly now as the Phoenix sensed the rising tension that permeated the city's inhabitants. It galled the Feral persona to know that there was nothing he could do to prevent the coming cataclysm.

Two days later in the northern forest...

Placing the Turbokat in VTOL mode, T-Bone prepared to open the canopy when Feral asked him to wait.

"What's the matter?" T-Bone turned in his seat to look at his passenger.

"T-Bone, are you rested?" Feral asked tensely.

"I managed to take a nap before coming. I'm pretty much alert. Why?" T-Bone asked curiously.

"The Phoenix is restless. It can feel the tension rising in the city. It likes it. It wants a war so it can cause mayhem and destruction of its own. It lives for it! That's why it is so dangerous for it to exist in these modern times. In the past it was used to defeat whole armies and cities for its various masters but it hasn't been called for centuries now and it's screaming for release.

I am afraid for Megakat City, for you, for everyone we hold dear! I am no longer certain you will be able to control this force of nature in its full glory when the time comes." Feral said deeply concerned and fearful.

T-Bone felt a chill run down his spine at Feral's words. The Commander was afraid and that was a very scary thing. If he has lost confidence in T-Bone then they were all doomed. He didn't answer Feral right away. He needed to take a hard look at himself.

Was he ready? This responsibility was so much more deadly than his role as a SWAT Kat. He literally had the welfare of the world in his paws. It was frightening but there was no one else to take it and he had accepted it when he released the Phoenix the first time. No matter how scared he was and how uncertain he had no choice but be the strongest Kat he could be and win because the alternative was the end of the world. Swallowing hard, he finally answered Feral.

"I have to be, don't I! There **is** no choice. Our enemies are going to overrun us very soon and you are our only hope so yeah, I have to be strong enough. You will have to trust me that I will not fail." He swore solemnly.

Feral looked into T-Bone's eyes for a long moment, seeing his determination, he nodded his head. "Very well, T-Bone. My existence and the worlds are now in your paws. Bear them well and be strong." He said seriously. "Now release me."

T-Bone nodded and opened the canopy. He spoke the words of release and watched the Phoenix soar toward the forest to hunt. Three hours later, he recalled the Phoenix and as Feral had warned met resistance from it. He focused his will and forced it to obey. It resisted only a little longer before obeying and flying onto the jet's fuselage. Keeping his eyes firmly on it, T-Bone recited the reversal spell. Feral sighed and climbed back into the cockpit and looked at T-Bone grimly.

"That was tough, but you did it. It will become even more difficult in the heat of battle, T-Bone." He warned quietly.

"No kidding! I'll be ready." He promised soberly as he flew the Turbokat toward the city.

As they flew back, Feral decided he should discuss with the SWAT Kats his suspicions concerning the constant attacks. "T-Bone we need to talk. Would you have your partner meet us at the airfield? It's important!" He requested quietly through his mike.

Hearing the seriousness in Feral's voice, he agreed without protest and called Razor to rendevous with them. Only a little while later, they were dropping down to land at the abandoned airfield. Rolling to a stop, they spotted Razor sitting on his cyclotron waiting. As they came to a stop and popped the canopy, Razor walked up to the jet.

"So, what's up? Why did you need me?" Razor asked curiously.

"I needed to speak to both of you. After that altercation with Pastmaster a few days ago, I began to see a pattern. All the attacks were contrary to the MO of each omega. They all seemed to be designed to force us to use up manpower and resources. The attacks are close enough together that they will soon succeed in draining us to the point we can no longer replenish quickly enough to defend ourselves. I had my statistician study the data and they predict we will be helpless in approximately five more months." Feral finished his grim report and watched the two for their reactions.

Both SWAT Kats stared at Feral in horrified shock. Neither could seem to get their minds to wrap around such a dire prediction.

In a shocked voice, T-Bone breathed "So in five months time the Phoenix will have to appear."

Razor jolted in protest, "No! We have to come up with something else! There must be something else we can do?" He pleaded.

"I'm willing to try any plan you can come up with, believe me Razor. I don't want the Phoenix released either, but I see no alternative. We are losing!" Feral said heavily. "My enforcers and you are exhausted. How much longer do you think everyone is going to be able to keep fighting without a significant amount of down time that our enemies are not giving us?" He pressed.

With a groan, Razor's shoulders slumped in defeat. "You're right, of course. You don't get tired do you, Commander?" He asked bitterly.

"No. I get emotionally tired but not physically because I'm pure energy." He shrugged his shoulders sympathically.

"Then there is nothing we can do but continue to fight a defensive battle until it's time for the Phoenix." T-Bone said flatly.

"I'm afraid you are right, T-Bone. Rest as much as you can and try not to take too many risks if you can avoid them. You are the key to the city's survival. We cannot afford to lose you." Feral said quietly.

There was nothing more to be said, so with heavy emotions they all left their separate ways. The future looked bleak.


	5. Chapter 5

**PHOENIX RISES**

Chapter 5: Secrets Revealed, A City Saved

Over the next few months, the tired defenders barely held back the tide of attacks. Each defeat left the fighters with less weapons, less time and less manpower. Hopelessness dogged the feet of every soldier, security kat, police officer and firekat. Frightened Katizens had abandoned the city proper for the countryside, leaving a devastated landscape of damaged streets, collapsing buildings, and trashed vehicles. The hospitals overflowed and many of the injured were being evacuated away from the city while there was still time. Those that couldn't leave hunkered down in basement shelters and subway tunnels. Fear gripped the city in a stranglehold.

Now, a year from when the war began, the war council sat here in the beleaguered Enforcer Headquarters, praying for a miracle as the Pastmaster, Dr. Viper, and Dark Kat laid siege to the city. The city defenders were no longer able to protect Megakat City and the enemy was sweeping in with little or no opposition.

T-Bone rubbed his temples again. He turned back to the unhappy group around the table. "Do we have a recent report of how close the enemy is to the heart of the city?" He asked tightly. One of Feral's combat commander's looked at him in surprise but said he would check and left the room.

"Do you have something in mind, T-Bone?" Deputy Mayor Briggs asked hopefully.

"I don't know Ms. Briggs." T-Bone hedged quietly and turned away to stare out the window again. He felt Razor lean close to him.

"I know what you are thinking, buddy. I'm really afraid for you, but I understand there is no choice anymore. Why do you need to know how close the omegas are?" He whispered in his ear.

Murmuring softly to Razor, "I need to rest. If I'm to control it, I've got to be fresh."

"Okay, that's definitely not going to go over well, but Feral and I will make sure you get the rest you need." Razor promised softly.

The combat commander returned to the room and reported, "the omega's main force is just passing the nuclear power plant and have spread out in a line from there to the outskirts of M.A.S.A. They are moving at a good clip and are estimated to reach the city center in a couple of hours."

"Thank you!" T-Bone said quietly and stood up. "I need to get some rest before those creeps get closer."

"What?!" Exclaimed several of the Kats in the room. "Everyone is tired, SWAT Kat. What makes you so special?" Lt. Commander Steele snarled. Feral spoke up before T-Bone had to make up something.

"Everyone needs to recharge, Steele. I strongly suggest we get some food and get a little rest to help our thought processes. Maybe a new plan will come to us." He counseled then he turned to an orderly and asked food be ordered and calmly redirected the group's attention away from T-Bone.

Grateful, T-Bone quietly slipped from the room and headed for one of the empty enforcer quarters a few floors down. Locating a room far enough away and quiet, he tried to get comfortable and let his mind and body rest. He knew he couldn't obsess about his decision, there was no other choice, so after some time tossing, he finally slipped into a light sleep.

Nearly an hour later, Razor entered the room and began shaking him awake. "Come on buddy, time to get up. The omega army is just reaching the city center."

Groaning, T-Bone shook himself awake and stared blearily at his partner. "Maybe you should take a quick shower to wake and refresh yourself. I'll keep watch. I brought you some food too so hurry up!" Razor pushed his friend toward the bathroom.

Ten minutes later, more refreshed than he had been, T-Bone strode into the meeting room. Most of the group had gotten a little rest and food and were a little less grumpy but no less fearful as the reports coming in were filled with news of the enemy's destructive march toward the city center. They looked up at the SWAT Kats entry and waited to see if any new plans were forth coming.

T-Bone straightened his shoulders and went to one of the windows and opened it. Feral quietly moved to stand near the open window and waited. Clearing his thoughts and preparing himself, T-Bone took a deep breath and in a strong, steady voice recited the release spell:

_ Born from the flames of one's desire,_

_ Rise now the Phoenix Kat of sacred fire._

_ Beauty personified and powers untold,_

_ Return to the world and under my control._

Feral's body quickly morphed into the frightening and fiery form of the Phoenix Kat. It roared and flapped fiery wings sending sparks flying and stamped its feet in excitement.

Ignoring the outcries of fear and anger around him, T-Bone gained the Phoenix Kat's attention by tapping it on the chest. It tossed its head and leaned down to look into T-Bone's face.

"The targets are spread out in a line to the south of here. Destroy them and only them and their minions and return to me when I call." He instructed it firmly holding its eyes a moment longer before giving the signal to fly. With a chilling roar of challenge, the Phoenix Kat flew out the window and toward the advancing army.

"T-Bone what is going on? What happened to Commander Feral? What is that creature?" Ms. Briggs demanded, her face pale with surprised shock and fear.

T-Bone ignored her and ran for the door. Steel tried to stop him but Razor strong armed him out of the way. Over his shoulder, Razor quickly shouted, "No time, Ms. Briggs. Later if we survive this." He raced after his partner as they headed for the Turbokat on the flight line. Jumping into the jet they took off quickly and raced to catch up to the Phoenix Kat. When they reached a safe distance from the flaming creature, T-Bone relinquished the controls to Razor and concentrated his attention on their fiery ally. Razor's job was to keep the jet within sight of their savior and keep the enemy away from them.

Roaring in sheer joy, the Phoenix Kat raised its talons and unleashed a fireball of energy toward the Pastmaster's dinosaurs that were charging down the main avenue of the city, reducing them to ash. Pastmaster screamed in shock as he fell from his vaporized mount. He shuddered in fear as he recognized their opponent and tried to escape by one of his time vortices but he never made it. Shrilling excitedly, the legendary creature swooped in and because it was magical too, the fiery cocoon it formed around the gnome ended the dead wizard's magical life.

Further along the line of invaders, Dr. Viper's vines and plantimals were spreading like a stain. Slithering in sewer tunnels and up the sides of buildings they moved through the southeast side of the city converging on city hall. Hovering closer to the ground, the flaming avenger began to systematically burn the roots of the vines, causing them to crisp and shrivel. It sent fireballs into the sewers, igniting the gases and instantly frying anything in its path. Viper immediately ordered his various ugly plantimals to reverse their direction and attack the Phoenix Kat's glowing form as it returned to the open sky. As soon as the mutated creatures got close enough and surrounded the hovering legend, it sent a sunburst of energy outward that took out every one of Viper's creations. Dr. Viper fled in terror for Dark Kat's army with the Phoenix Kat hot on his tail.

Huge flying creeplings and a horde of smaller pink creatures were creating havoc and destruction from the nuclear power plant to M.A.S.A. and pouring through the city from the southwest. Following them came Dark Kat's army of prototype tanks filled with ninja warriors. The tanks fired explosive ammo reducing buildings to rubble. Above them came Dark Kat's fear ship.

At his controls where he oversaw the whole battle, Dark Kat cursed under his breath at the sight of the winged creature causing wholesale slaughter of his army. He watched as the creature barbequed Viper in his tracks. Suddenly fearful, he directed his tanks to fire at the Phoenix Kat, hoping to knock it out of the sky. Soon a barrage of missiles was zeroing in on the seemingly vulnerable creature.

With a smile of grim delight, the Phoenix Kat turned up the heat in its body until it resembled a small sun. The missiles melted upon contact with the corona of energy without reaching the fiery creature at its heart. The flying creeplings didn't hesitate to charge blindly meeting their instant death.

Without turning down its power, the Phoenix Kat moved in for the kill. Sweeping over the rest of Dark Kat's army, its body melted all in its path. Nothing was spared. Realizing he had lost his bid to take over Megakat City, Dark Kat quickly turned tail, sending his fear ship hurtling away. The Phoenix Kat saw him fleeing and ceased his ground attack and tore off after it.

Razor sent the Turbokat in pursuit, keeping the Phoenix Kat in sight. He was chilled by the horrifying sight of wholesale death and destruction the Phoenix Kat was dispensing but knew that it was necessary to save the city.

The chase only lasted five minutes before the Phoenix Kat caught up with the fear ship and incinerated it. Putting the jet on VTOL, Razor used his radar to see if there were any more of the enemy left and only detected a few stray creatures.

"T-Bone, at least ninety percent of the enemy is destroyed." He quietly informed his partner. "The Phoenix Kat is up to something." Razor warned as he watched it turn back toward the city.

Still high on blood lust, the Phoenix Kat started to strafe already damaged buildings, vehicles and the few remaining enemy with glee. Razor continued to stay close to it and waited for orders from T-Bone.

"Hold our position here, Razor. I'm going to recall it." T-Bone said tightly as he began to focus his thoughts toward reining in the Phoenix Kat. For long minutes, nothing seems to be happening. Razor was starting to worry as the fiery creature continued to mow down everything in its path.

Beads of sweat broke out on T-Bone's forehead and his face was pinched with his fierce concentration as he forced the powerful being to obey. Screaming defiance, the Phoenix Kat refused to return and continued its wanton destruction. T-Bone's head felt like it was going to explode, but he couldn't give up. He had to get it to obey. He could feel its joy and heady excitement. It wasn't listening to him.

"Razor, fire a round at it. I need to get its attention back to me." T-Bone gasped urgently. Razor fired a brace of screamers at the Phoenix Kat. One connected, right between the Phoenix Kat's wings not hurting it but causing it to snarl angrily and whirl around facing them. "Yes!" T-Bone hissed between his teeth as he pushed his demand for obedience into the creature's mind. Still angry it shook its head, trying to ignore T-Bone's order but finally, grudgingly, capitulated and returned to hover above the Turbokat.

Keeping his eyes on the volatile creature, T-Bone opened the canopy. "You will follow us back to the Enforcer building. No deviations! Razor get us back to the Enforcer flight line." T-Bone told his partner. Razor complied without comment, not wanting to break T-Bone's concentration. Ten minutes later they were landing. T-Bone hopped out and waited for the Phoenix Kat to land near him.

Ms. Briggs and the rest of the war council had seen the Turbokat return and were on the flight line to greet them. They stayed back near the hangar doors, wary of the winged creature showering sparks and stamping its feet in anger at the end of the flight line. He didn't dare approach the irate creature. Whistling shrilly he got its attention and captured its eyes with his. Keeping his eyes firmly on it, he intoned, loudly, the reversal spell:

_ Phoenix Kat bound to me,_

_ Hear your master's firm decree,_

_ Shed your feathers of fiery gold,_

_ Let your spell form now take hold._

With a final scream of defiance and flap of wings, the Phoenix Kat vanished and Feral stood in its place, his eyes snapping a fiery gold. He flashed his fangs and hissed at T-Bone irritably, apparently still lost in the heat of his other persona. T-Bone carefully moved closer to the Commander and reached out to caress his face. "Easy big guy. Come on back to me. You did a great job now it's time for rest and healing." T-Bone coaxed. Feral blinked and shook his head as he cleared it of his true form's fury. Taking in a deep breath and letting it out slowly, he finally relaxed and smiled wanly at the tiger tom. T-Bone smiled back and clapped Feral on the back in relief.

"You had me worried there for a minute, Feral." T-Bone said a bit concerned.

"Sorry, it was overwhelming, just as I feared it would be. But you did it! You never truly lost control over me and though I remained stubborn, you did succeed in getting me to obey. I thank you." Feral said nodding his head in respect.

"You were very scary and bloodthirsty, Commander. But the city is finally safe and its enemies vanquished at last. Now maybe we can get some rest." Razor said feelingly.

"I have to agree with you Razor." Ms. Briggs chimed in. The war council had approached them while they'd been occupied. "But you have a lot of explaining to do. Especially, you, Commander Feral." She ordered firmly. Then signaled everyone to return to the conference room they'd been using. When they had all filed in and taken seats, Commander Feral remained standing.

"Before we start with the explanations, I need to give orders for clean up to begin and rounding up what creatures and criminals are left." He said firmly, not giving anyone a chance to contradict him. He left the room for ops. The council stared after him in surprise. Smiling, T-Bone shrugged his shoulders.

"Hey, He's still the Commander and he's right those things need to get started on. Meanwhile, I've got a splitting headache. Can I get some aspirin and water while we are waiting for him to get back?" He asked innocently.

Sighing in exasperation, Callie capitulated and had an orderly get the requested items. While they waited everyone chattered about what had just happened except for the SWAT Kats who tilted back in their chairs, put their feet on the table and rested. Not encouraging anyone to talk to them.


	6. Chapter 6

**PHOENIX RISES**

Chapter 6: Explanations and Renewal

It took Feral about a half an hour to get teams organized to begin the cleanup. T-Bone was napping when he returned to the conference room. Everyone else went silent in expectation of getting answers for what occurred a few hours past.

Razor jabbed his partner awake when Commander Feral took his seat near the Deputy Mayor. T-Bone groaned and sat up, more or less alert. He was beat! It had taken every ounce of brain power he had to gain control of the Phoenix Kat when it wanted to continue its gleeful spree of razing the city and despite a judicious amount of aspirin, his head still ached.

Calico Briggs eyed the obviously hurting T-Bone in concern. She wanted to ask him if he was alright but knew the council was anxious to have their answers. Sighing inwardly, she had to admit she too wanted some answers. Clearing her throat, she gained everyone's attention.

"Though we are extremely grateful for the successful defeat of the omegas, it's the 'how' it was done that has many of us concerned." She turned to Feral and began the debriefing. "Commander Feral, exactly what happened to you? What was that creature you turned into? Are you under a spell of some kind?"

"Actually, Ms. Briggs, this" pointing to himself "is my spell form. The creature you saw is my true appearance."

There were shocked exclamations around the room as they gaped at Feral. Combat Commander Stiles was the first to speak.

"What!!? You're not real? You're a spell?" He asked in disbelief.

"If you will hold your questions, I will explain." Feral said calmly. Over the next half hour he told the story of his birth at the beginning of time, the wizard's spell, and the need for a master. At the end there were various expressions of amazement, fear, disbelief and looks of astonishment in T-Bone's direction.

Rubbing her temples, Callie was stunned to learn that the Kat they had commanding the Enforcers wasn't a Kat at all. "Commander Feral, if you aren't real, how is it you have a functioning intelligence and personality?" She asked confused.

"The wizard needed his secret weapon to be able to understand instructions and to learn. The Phoenix Kat isn't stupid. It's a very cunning creature, but it's basically ruled by its emotions. When the wizard trapped the Phoenix Kat in this Kat form it gave it the gift of language so he could communicate with it. This allowed the Phoenix Kat to learn more about the world of Kats and enabled it to look normal. Over the centuries, the spell form watched civilizations rise and fall. When it became masterless, the spell form learned to be a productive member of the various societies it lived among during its lifetime.

Over such a long period of time, of course, the spell form would, quite naturally, develop an independent personality of its own. However, both sides benefit from the spell form's experiences. Make no mistake, Ms. Briggs, I am a Phoenix Kat. The spell form is only a construct. It's only as real as the spell that shaped it, but, truth to tell, I think of myself as real.

I will admit, that after so many centuries, I now identify myself as a Kat and prefer it to my true form. The Phoenix Kat does not really fit in this modern world as well as I do. I only allowed myself to be enslaved once more to save the city I have come to accept as my own." He quietly ended his dissertation and waited for questions.

"So T-Bone has the ultimate control over the Phoenix Kat but does he control your spell form's personality too?" Steele asked concerned that a SWAT Kat had too much influence over their Commander.

"My only part in the 'master' and 'slave' business is control over the Phoenix Kat. This spell form has its own mind and I have no control over that except when it allows it." T-Bone assured the Enforcers.

"He is correct. I make my own decisions and he does not interfere with my life except when my true form needs release. When it was masterless, it did not mind being trapped because it had no choice. But now that it has a master it demands being set free periodically to prevent it from becoming hostile and resenting T-Bone's control and, of course, keeping it from over riding my mind. As long as it is permitted to fly free and to hunt, it is content." Feral insisted.

"What do you mean 'over riding your mind'? How can it do that? Will it be a threat?" Callie jumped at that statement.

"The Phoenix Kat cannot break the spell, Ms Briggs. What it can do is force me to do things I would not normally do. In this case, try to force T-Bone to release me. All hostility will be directed at its master and no one else. It's a safeguard built into the spell." He quickly reassured her.

"Well that's a relief to know." She sighed.

"Not for me it isn't." T-Bone growled, not previously being aware of this catch and not happy about it.

"It will never be a problem, T-Bone as long as you release me on a regular basis. Remember! You did take on this responsibility." Feral reminded him.

"But why did you chose a SWAT Kat in the first place," asked a city council member.

"He had all the qualities a good master needed. He had to be incorruptible, strong and of good moral character. He can never falter. How many here could handle such a burden for your entire life?" Feral asked seriously.

"I see what you mean, Commander and I agree with you that T-Bone is a good choice. Well, now that we know what you are, can you tell me what kind of help the Phoenix Kat will be from now on?" Callie asked.

"Well, for right now, I suppose I can use my extensive knowledge to help you rebuild the city and the Phoenix Kat can help clear rubble and the mountains of trash and debris that have accumulated due to the war cheaper and faster than the normal methods." Feral suggested, shrugging his shoulders. As for the future, a backup weapon perhaps?" Shrugging his shoulders.

"That may not be a good idea. The Phoenix Kat gets too excited at the sight and sound of violence and blood. Makes it really hard to control. I'm afraid its only use can be for the end of the world type trouble like it handled a few hours ago." T-Bone shook his head against that idea. "As for helping to clean up the city, that sounds like a good idea, though, I'd wait a few days, to let the Phoenix Kat cool down, then allow it limited time out to do what it likes to do best, burn things up!" He smirked in amusement. Feral snorted, but smiled a little too.

The council conceded that that was indeed a good idea. The decision was made to meet again in five days to iron out the details of rebuilding. Meanwhile everyone was tired and relieved and wanted nothing more than to see their families and return to as normal a life as they could. With that, the meeting broke up and everyone went their separate ways for a well deserved rest.

A month later...

Cleanup and rebuilding had begun in earnest. Most of the population had returned to the city, though too many were now homeless. The Mayor's office was inundated with requests for assistance. It was going to take a long time for them to get things sorted.

After spending another late night at the office, Calico Briggs dragged herself back in early the next morning despite still being tired. The needs of the city during this time were nearly overwhelming. Cleanup, however, was going at a rapid pace thanks to the Phoenix Kat. Speaking of the flaming creature, Callie remembered it was due to clear the area to the southwest today. She moved to Mayor Manx's office to look out the south side windows. She caught a flash of light and watched as the magnificent creature swept across the sky. Not far away, hovering nearby, was the Turbokat.

"Hold us steady, buddy." T-Bone admonished his partner as he kept his eyes on the Phoenix Kat.

"No problem T-Bone. Wow! Does it really like to burn things." Razor said in an awed voice as he watched the fiery creature raze to powder damaged buildings, vehicles and war debris with ease and obvious enjoyment.

"Yeah! It likes it a little too much. It's hard to handle when the Phoenix Kat gets drunk with the heady excitement of destruction." T-Bone sighed. "But I have to admit, it does help to keep it happy and content when its put to rest after a glut of burning everything in sight."

"Hu, what are you going to do when the cleanup is finished?" Razor asked thoughtfully.

"I don't want to think of it right now. I have no clue what to do. I'm hoping Feral has some idea what will entertain it." T-Bone shrugged, dismissing the problem for later.

After about another hour, T-Bone called the creature back to him. It soared and swooped playfully as it made its way back to the Turbokat.

T-Bone smiled at its happy antics. When it was just above him, he opened the canopy. "Hi there beautiful. Follow us to Enforcer Headquarters, stay close and land after we do." T-Bone ordered it. Tossing its head in agreement, it soared above them as Razor piloted the jet to their destination. Razor landed the Turbokat at the end of the flight line and T-Bone hopped out as soon as they stopped. The Phoenix Kat landed a few feet from them. It folded its wings and walked up to T-Bone.

T-Bone watched the creature walk up to him and dip its head for a scratch. He smiled warmly and obliged the beautiful thing. It churred in its throat happily at him. "Yeah, you've done a great job today. I'm very pleased with you and so is everyone else in the city. It's time for you to get some rest now. You'll get to do some more very soon." He gave the creature a final caress down its chest then recited the spell.

In moments the Commander of the Enforcers was standing before him, a smile of pleasure gracing his handsome face. "Thank you, T-Bone! The city is getting cleared very quickly and the Phoenix Kat is contented. That certainly makes my life much easier." Feral bowed his head at T-Bone in respect.

T-Bone merely grinned and clapped the Commander companionably on the back. "Hey I'm glad we are able to do our part in repairing the city. I think we will wait about three days before letting it back out. Okay?" T-Bone asked politely.

"You know best, T-Bone. I know it would prefer everyday, but I know it is very stressful for you." Feral demurred.

"Yeah it is that for sure. Well, gotta get going see you a few days from now." T-Bone waved at Feral in farewell, walked back to jet, hopped in and took back the controls from Razor.

"Let's go home, Razor" He said as he piloted the Turbokat toward their hangar received an affirmative grunt from the rear. T-Bone felt at peace, even though controlling the Phoenix Kat was tiring, it was rewarding as well. The working relationship with Feral was friendly which made their life soo much easier. Yeah life was definitely good!


End file.
